Exhibit 10.2


 


 


ADMINISTRATION AGREEMENT


 


This Administration
Agreement (“Agreement”) is made as of December 15, 2016 by and between GSV GROWTH CREDIT FUND INC., a
Maryland corporation (the “Company”), and GSV CREDIT Service
Company, LLC, a Delaware limited liability company (the “Administrator”).


 


WITNESSETH:


 


WHEREAS, the Company
is a newly organized closed-end management investment fund that intends to elect to be regulated as a business development company
under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and


 


WHEREAS, the Company
desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter
set forth; and


 


WHEREAS, the Administrator
is willing to provide administrative services to the Company on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:


 


		1.	Duties of the Administrator



 


(a) Employment of
Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrange
for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall
control of the Board of Directors of the Company (the “Board”), for the period and on the terms and conditions
set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange
for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses
provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and
shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company in any way
or otherwise be deemed agents of the Company.


 


(b) Services.
The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the
operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office
facilities, equipment, clerical, bookkeeping and record-keeping services at such facilities and such other services as the Administrator,
subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this
Agreement. The Administrator shall also, on behalf of the Company, conduct relations with custodians, depositories, transfer agents,
dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator
shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect
to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided that nothing herein
shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating
to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to
the Company. The Administrator shall be responsible for the financial and other records that the Company is required to maintain,
and under the Investment Company Act, shall prepare, print and disseminate reports to stockholders, and reports and other materials
filed with the Securities and Exchange Commission (the “SEC”). The Administrator will provide on the
Company’s behalf significant managerial assistance to those portfolio companies to which the Company is required to provide
such assistance. In addition, the Administrator will assist the Company in determining and publishing the Company’s net asset
value, overseeing the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to
the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative
and professional services rendered to the Company by others.


 






     


     


    

 


		2.	Records



 


The Administrator agrees
to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator
hereunder and will maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliance
with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintains
for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours,
and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further
agrees that all records which it maintains for the Company pursuant to Rule 31a-1 under the Investment Company Act will be preserved
for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided
above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of
such records subject to observance of its confidentiality obligations under this Agreement.


 


		3.	Confidentiality



 


The parties hereto
agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party
to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic
personal information (regulated pursuant to Regulation S-P and S-AM), shall be used by any other party hereto solely for the purpose
of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed
to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information
that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement,
or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial
or administrative process or otherwise by applicable law or regulation.


 


		4.	Compensation; Allocation of Costs and Expenses



 


(a)      
In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator
for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder.
The amount and nature of such reimbursements shall be presented for review, on not less than a quarterly basis, to the members
of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested
persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses
that are incurred in its operation, administration and transactions and not specifically assumed by GSV Growth Credit LLC (the
“Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of December 15, 2016 by
and between the Company and the Adviser (as the same shall be amended from time to time). Costs and expenses to be borne by the
Company include, but are not limited to, those relating to: organization and offering (in an amount of up to $1,000,000, provided
that the amount of initial organizational and offering expenses in excess of $1,000,000 shall be paid by the Adviser); the Company’s
pro-rata portion of fees and expenses related to a Spin-Off transaction; calculating the Company’s net asset value (including
the cost and expenses of any independent valuation firm); fees and expenses payable to third parties, including agents, consultants
or other advisors, in connection with monitoring financial and legal affairs for the Company and in providing administrative services,
monitoring the Company’s investments and performing due diligence on the Company’s prospective portfolio companies
or otherwise relating to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred to
finance the Company’s investments; sales and purchases of shares of the Company’s common stock and other securities;
investment advisory and management fees; administration fees, if any, payable under this Agreement; transfer agent and custodial
fees; federal and state registration fees; all costs of registration and listing the Company’s securities on any securities
exchange; U.S. federal, state and local taxes; fees and expenses of directors who are not parties to this Agreement or “interested
persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party or an affiliate thereof
(the “Independent Directors”); costs of preparing and filing reports or other documents required by the
SEC, the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to
stockholders, including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers/errors
and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing,
mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other
expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including
payments under this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing
its obligations under the Agreement, including rent and the allocable portion of the cost of the Company’s chief compliance
officer and chief financial officer and their respective staffs.


 






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For purposes of this
Agreement, a “Spin-Off transaction” includes a transaction whereby the Company offers its stockholders
the option to elect to either (i) retain their ownership of shares of the Company’s common stock; (ii) exchange
their shares of the Company’s common stock for shares of common stock in a newly formed entity that will elect to be regulated
as a business development company under the Investment Company Act and treated as a regulated investment company under Subchapter
M of the Internal Revenue Code of 1986, as amended, and will use its commercially reasonable best efforts to complete an initial
public offering of its shares of common stock not later than three years after the Company’s final closing of its private
placement of shares of its common stock, which closing will occur no later than December 31, 2017; or (iii) exchange their shares
of the Company’s common stock for interests of one or more newly formed entities (“Liquidating Funds”)
that will each be organized as a limited liability company, and which will, among other things, seek to complete an orderly wind
down and/or liquidation of any such Liquidating Fund.


 


(b)     
Notwithstanding anything to the contrary in this Section 4, the amounts payable to the Administrator from the Company in
any fiscal year shall not exceed the greater of (i) 0.75% of the Capital Commitments as of the end of the most recently completed
fiscal year and (ii) $1,000,000. For purposes of this Agreement, “Capital Commitments” shall mean the
aggregate amount of capital committed to the Company by investors as of the end of the most recently completed calendar quarter.


 


		5.	Limitation of Liability of the Administrator; Indemnification



 


The Administrator (and
its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with
the Administrator, including without limitation its managing member, the Adviser to the extent that they are providing services
for or otherwise acting on behalf of the Administrator, Adviser or the Company) shall not be liable to the Company for any action
taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under
this Agreement or otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator
(and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated
with the Administrator, including without limitation the Adviser, each of whom shall be deemed a third-party beneficiary hereof)
(collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities,
costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified
Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action
or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any
of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding
the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified
Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the
Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful
misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless
disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall
be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).


 


		6.	Activities of the Administrator



 


The services of the
Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services
to others. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in
the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise,
and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator
and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.


 






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		7.	Duration and Termination of this Agreement



 


(a) This Agreement shall
become effective as of the first date above written. The provisions of Section 5 of this Agreement shall remain in full force and
effect, and the Administrator and its representatives, as and to the extent applicable, shall remain entitled to the benefits thereof,
notwithstanding any termination or expiration of this Agreement. Further, notwithstanding the termination or expiration of this
Agreement as aforesaid, the Administrator shall be entitled to any amounts owed under Section 4 through the date of termination
or expiration. This Agreement shall continue in effect for two years from the date hereof and thereafter shall continue automatically
for successive annual periods, provided that such continuance is specifically approved at least annually by:


 


(i) the affirmative
vote of a majority of the Board, or by the affirmative vote of a majority of the outstanding voting securities of the Company;
and


 


(ii) the affirmative
vote of a majority of the Company’s Independent Directors, in accordance with the requirements of the Investment Company
Act.


 


(b) The Agreement may
be terminated at any time, without the payment of any penalty, upon not more than 60 days’ written notice, by: (i) the affirmative
vote of a majority of the outstanding voting securities of the Company, (ii) the affirmative vote of a majority of the Board, including
a majority of the Independent Directors, or (iii) the Administrator.


 


(c) This Agreement may
not be assigned by a party without the consent of the other party. The provisions of Section 5 of this Agreement shall remain in
full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of
this Agreement.


 


		8.	Amendments of this Agreement 



 


This Agreement may
be amended pursuant to a written instrument by mutual consent of the parties.


 


		9.	Governing Law



 


This Agreement shall
be construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act.
To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the
Investment Company Act, the latter shall control.


 


		10.	Entire Agreement



 


This Agreement contains
the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject
matter hereof.


 


		11.	Notices



 


Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.


 


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IN WITNESS WHEREOF, the parties hereto
have executed and delivered this Agreement as of the date first above written.


 


	 	GSV GROWTH CREDIT FUND INC.
	 	 
	 	 
	 	
        By:  
	
	 	 	Name: R. David Spreng
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	
        

        GSV CREDIT SERVICE COMPANY, LLC

	 	 
	 	 
	 	
        

        By:
	 
	 	 	Name: R. David Spreng
	 	 	Title: Chief Executive Officer


 






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